General Terms and Conditions of Webaze BV

Article 1. Definitions and scope

1. 1.1 Webaze: Webaze BV, with registered office at Boerderijstraat 39, 8500 Kortrijk, registered in the Belgian Crossroads Bank for Enterprises under number BE 0880.381.007, e-mail [email protected].
2. 1.2 Client: any undertaking within the meaning of article I.1 of the Belgian Code of Economic Law that enters into an agreement with Webaze. These terms are not intended for consumers.
3. 1.3 Assignment: the services described in the quotation accepted by the Client.
4. 1.4 Delivery: the moment at which Webaze presents the Assignment or a phase of it for acceptance on a test or production environment.
5. 1.5 These terms form an integral part of every quotation and agreement. By signing a quotation, by giving written or electronic approval, or by accepting the commencement of the services, the Client acknowledges having read and accepted these terms.
6. 1.6 The Client's own general or purchasing conditions do not apply, even where they have not been expressly rejected. Deviations apply only if agreed in writing.
7. 1.7 In the event of conflict, the following order of precedence applies: (a) the signed quotation or agreement, (b) a specific agreement such as a data processing agreement or maintenance agreement, (c) these general terms.

Article 2. Quotations and formation

1. 2.1 Quotations are valid for thirty calendar days from their date, unless stated otherwise.
2. 2.2 Stated hours are an estimate based on the information known at that time. Where a quotation states a maximum price, Webaze invoices only the hours actually worked within that cap: if part of the work takes less time than estimated, the Client pays less.
3. 2.3 The agreement is formed upon written or electronic acceptance of the quotation by the Client. Acceptance by e-mail counts as written acceptance.
4. 2.4 All prices are expressed in euro and exclude VAT and other levies.

Article 3. Performance of the Assignment

1. 3.1 Webaze performs the Assignment to the best of its ability, with the care to be expected of a normally diligent and competent service provider in the same circumstances. Webaze's obligations are best-efforts obligations, unless a specific result has been expressly promised in writing.
2. 3.2 Webaze independently determines how the Assignment is performed, including the choice of technologies, architecture and working method, within the limits of the quotation.
3. 3.3 Webaze may engage subcontractors for all or part of the performance. Webaze remains the Client's point of contact and remains responsible for coordinating and for the quality of their work, within the limits of article 10.
4. 3.4 Webaze reports on progress on a regular basis. Meetings indicated as included in the quotation are not charged separately.

Article 4. Client obligations and cooperation

1. 4.1 The Client provides, in good time, completely and correctly, all information, text, images, designs, access credentials and decisions that Webaze may reasonably require. Webaze may rely on their accuracy.
2. 4.2 The Client designates one contact person with decision-making authority.
3. 4.3 The Client responds within five working days to requests for feedback, approval or materials, unless another period has been agreed.
4. 4.4 The Client warrants that the material it supplies does not infringe third-party rights and is not unlawful. The Client fully indemnifies Webaze against third-party claims arising from this, including reasonable legal costs.
5. 4.5 Delay or incompleteness in the Client's cooperation suspends Webaze's deadlines for an equivalent period. Waiting time that cannot be productively used and that Webaze could not reasonably avoid is chargeable at the applicable hourly rate.

Article 5. Changes and additional work

1. 5.1 The scope is that of the accepted quotation. Anything not stated in it falls outside it.
2. 5.2 Where the Client requests a change or extension, Webaze first estimates the impact on price and planning. Webaze only starts after the Client's written approval.
3. 5.3 Work made necessary by incorrect or changed information from the Client, or by changes at third parties outside Webaze's control, counts as additional work.
4. 5.4 Webaze may refuse a change where it compromises the technical coherence, the security or the feasibility of the Assignment.

Article 6. Delivery and acceptance

1. 6.1 Webaze delivers for acceptance and notifies the Client in writing or by e-mail.
2. 6.2 The Client has ten working days to test the delivery and to report any defects in writing with reasons. Webaze remedies well-founded defects within a reasonable period.
3. 6.3 A delivery is deemed accepted: (a) upon express acceptance, (b) upon expiry of the period in 6.2 without a reasoned report, or (c) as soon as the Client puts the delivery into production or commercial use.
4. 6.4 Minor defects that do not prevent the intended use do not prevent acceptance. They are handled under the warranty in article 9.

Article 7. Deadlines

1. 7.1 Stated deadlines are indicative and based on the circumstances known at the time, unless a deadline has been expressly designated as binding.
2. 7.2 Exceeding an indicative deadline gives no right to damages, to rescission or to suspension of payment, unless the overrun is unreasonable and Webaze fails to perform within a reasonable cure period after written formal notice.

Article 8. Prices, invoicing and payment

1. 8.1 Work is charged at the hourly rate stated in the quotation, or at the fixed price where one has been agreed. Absent any statement, Webaze's standard rate in force at the start of the Assignment applies.
2. 8.2 Unless otherwise agreed, Webaze invoices: an advance of 30% at the start, interim amounts per delivered phase or monthly based on hours worked, and the balance on delivery.
3. 8.3 Invoices are payable within thirty calendar days of the invoice date, without discount or set-off.
4. 8.4 Invoices must be disputed in writing with reasons within fourteen calendar days of the invoice date. After that the invoice is deemed accepted.
5. 8.5 In the event of non-payment on the due date, default interest is payable by operation of law and without formal notice at the rate set out in article 5 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, together with fixed compensation of EUR 40 and reasonable recovery costs under that same Act.
6. 8.6 Right of suspension. Where an invoice remains unpaid more than fourteen calendar days after its due date, Webaze may, after written formal notice and expiry of a cure period of seven calendar days, suspend all work, including development, support, hosting and access to test environments, until all overdue invoices have been paid in full. Suspension leaves the Client's payment obligation fully intact and extends Webaze's deadlines by at least the duration of the suspension. Webaze is not liable for damage resulting from a lawful suspension.
7. 8.7 In the event of continued non-payment for more than sixty calendar days, Webaze may rescind the agreement out of court at the Client's expense, without prejudice to its right to payment for work already performed and to compensation for the damage suffered.
8. 8.8 All amounts invoiced by Webaze to the Client remain payable irrespective of whether the Client is itself paid by its own clients, principals or subsidising authorities.

Article 9. Warranty and remediation

1. 9.1 For thirty calendar days after acceptance, Webaze remedies free of charge all defects that impair the operation of the delivery and that are attributable to Webaze.
2. 9.2 This warranty does not cover: defects arising from changes by the Client or by third parties, improper use, changed or discontinued third-party services, changes in browsers or operating systems after delivery, and requests that in reality concern new functionality.
3. 9.3 After the warranty period, remediation is charged at the applicable hourly rate, unless a maintenance agreement has been concluded.
4. 9.4 On delivery, Webaze provides the necessary access credentials and, where agreed, the source code and concise technical documentation, so that the Client can also have the delivery maintained by a third party. On termination, Webaze provides reasonable cooperation with a handover, chargeable at the applicable hourly rate.

Article 10. Liability

1. 10.1 Webaze is liable only for direct and foreseeable damage resulting from a failure attributable to Webaze, and only after it has been given written formal notice and has failed to remedy within a reasonable period.
2. 10.2 Webaze is not liable for indirect or consequential damage, including but not limited to loss of profit, loss of turnover, loss of or damage to data, loss of customers or commercial opportunities, reputational damage, missed savings, the cost of substitute services and third-party claims.
3. 10.3 Subject to article 10.4, Webaze’s total liability towards the Client for all events and claims relating to the same Assignment combined is limited to the total amount validly invoiced by Webaze to the Client for that Assignment, excluding VAT and after deduction of credit notes, whether or not the invoices have been paid. Advance payments credited against subsequent invoices are counted only once. Until a positive amount has been invoiced for the Assignment, the cap is the agreed price or maximum price of that Assignment, excluding VAT. This is a single aggregate cap for the entire Assignment, not a separate cap per event, claim or contract year. It applies to contractual and non-contractual liability, to the extent permitted by law, and jointly to Webaze and the persons referred to in article 10.5. Insurance cover or an insurance payment does not increase this contractual cap.
4. 10.4 The limitations in this article do not apply in the event of fraud, wilful misconduct or gross negligence on the part of Webaze or of the persons referred to in article 10.5, in the event of death or personal injury, or where mandatory law precludes them.
5. 10.5 Extension to personnel and subcontractors. The exclusions and limitations in this article also apply for the benefit of the directors, employees, independent contractors and subcontractors of Webaze, who may invoke them directly where the Client brings a non-contractual claim against them. This provision is stipulated for their benefit in accordance with Book 6 of the Belgian Civil Code.
6. 10.6 Webaze is not liable for damage arising from: content, choices or instructions supplied by the Client about which Webaze gave a written warning; failure to implement, or delay in implementing, updates or security measures recommended by Webaze; interruptions, changes or defects in hosting, APIs or other third-party services; and acts of the Client or of third parties engaged by it in the environment or the source code.
7. 10.7 Any claim lapses if it is not reported in writing within thirty calendar days after the Client established, or should reasonably have established, the event causing the damage, and in any event twelve months after the event giving rise to the damage.
8. 10.8 The Client is and remains responsible for making and testing its own backups of data and content, unless backup has been expressly agreed as a service.

Article 11. Security

1. 11.1 In its development work Webaze applies customary security practices, including restricted access, encrypted connections, password hashing, input validation and the use of maintained versions of frameworks and libraries.
2. 11.2 No software is free of vulnerabilities. Webaze gives no guarantee of absolute security and is not liable for damage resulting from attacks, from vulnerabilities in third-party software, or from the failure to implement updates recommended by Webaze.
3. 11.3 Where Webaze becomes aware of a vulnerability or incident affecting the Client, it reports this without undue delay and proposes reasonable remedial measures.

Article 12. Force majeure and unforeseen circumstances

1. 12.1 Neither party is liable for delay or non-performance resulting from force majeure, including illness or prolonged unavailability of key personnel, failure of telecommunications or hosting infrastructure, cyberattacks, strikes, fire, government measures and the failure or discontinuation of essential third-party services.
2. 12.2 Where force majeure lasts more than sixty calendar days, either party may terminate the agreement in writing without compensation. Work already performed remains payable.
3. 12.3 Where circumstances change such that further performance becomes unreasonably onerous within the meaning of article 5.74 of the Belgian Civil Code, the parties shall consult on adjusting the agreement.

Article 13. Intellectual property

1. 13.1 Subject to the condition precedent of full payment of all invoices relating to the Assignment, Webaze assigns to the Client the economic rights in the source code, templates, configuration and documentation developed specifically for the Client. This assignment covers the rights of reproduction, adaptation, translation, distribution and communication to the public, for all forms of exploitation, for the full term of protection and worldwide.
2. 13.2 Until full payment, Webaze retains all rights. During that period the Client has a non-transferable right of use which lapses upon rescission for non-payment.
3. 13.3 Excluded from the assignment are: existing and generic components, libraries, frameworks, tools, methods and know-how of Webaze. In so far as these are incorporated in the delivery, the Client obtains a non-exclusive, worldwide, transferable and perpetual right to use them as part of the delivery. Webaze remains free to use these components and the knowledge acquired for other clients.
4. 13.4 Third-party and open source software remains subject to its own licence terms. Webaze preferably selects permissively licensed components and informs the Client of licences that entail particular obligations.
5. 13.5 The Client remains the owner of its own content, trade marks, logos and data.
6. 13.6 Webaze may exercise the moral rights conferred on it by law and may ask to be credited as author discreetly in the source code.

Article 14. Hosting and third-party services

1. 14.1 Hosting, domain names, certificates, e-mail, payment providers, mapping services, authentication services and other third-party services fall outside the Assignment unless expressly stated, and are charged separately.
2. 14.2 Such services are subject to the terms and service levels of the supplier concerned. Webaze gives no guarantee as to their availability, continuity or price.
3. 14.3 Where a third party changes or discontinues its service, adapting the delivery constitutes additional work.
4. 14.4 Where Webaze procures third-party services in its own name on the Client's behalf, this is done by way of recharge; the Client remains the ultimate user and bears the costs.

Article 15. Personal data

1. 15.1 Where Webaze processes personal data on the Client's behalf in the context of the Assignment, the Client is the controller and Webaze is the processor. The parties conclude a data processing agreement in accordance with article 28 GDPR, which forms an integral part of the agreement.
2. 15.2 The Client is responsible for the lawfulness of the processing, for informing data subjects and, where required, for obtaining consent.
3. 15.3 Data that Webaze processes for its own administration, invoicing and client management is processed by it as controller in accordance with its privacy policy.

Article 16. Confidentiality

1. 16.1 The parties treat all non-public information received from each other as confidential and use it solely to perform the agreement.
2. 16.2 This obligation applies during the agreement and for five years after it ends. It does not apply to information that is public, that was lawfully obtained from a third party, or whose disclosure is required by law or by a court.
3. 16.3 Webaze imposes the same obligation on its personnel and subcontractors.

Article 17. Non-solicitation

1. 17.1 During the agreement and for twelve months after it ends, the Client shall refrain from employing or engaging, directly or indirectly and outside Webaze, any personnel or subcontractors of Webaze involved in the Assignment, save with Webaze's prior written approval.
2. 17.2 In the event of breach, the Client owes liquidated damages equal to six months of the average monthly fee invoiced by Webaze for the person concerned, without prejudice to Webaze's right to prove higher actual damage.

Article 18. References

1. 18.1 Webaze may state the Client's name and logo and a general description of the project as a reference on its website, in portfolios and in quotations. The Client may object in writing at any time, after which Webaze removes the reference within a reasonable period.
2. 18.2 Confidential technical or commercial details are never published.

Article 19. Term and termination

1. 19.1 Project agreements end upon acceptance of the delivery and full payment.
2. 19.2 Fixed-term agreements, such as maintenance, are tacitly renewed for the same period unless terminated in writing at the latest one month before the renewal date.
3. 19.3 Either party may rescind the agreement out of court with immediate effect where the other party fails to remedy a serious contractual breach within fifteen calendar days of written formal notice, or where that party is in bankruptcy or judicial reorganisation, in so far as mandatory law permits.
4. 19.4 Where the Client terminates a current project agreement early without any failure by Webaze, the hours already worked, the costs already incurred and liquidated damages of 20% of the remaining unperformed part of the Assignment are payable.
5. 19.5 The articles on liability, intellectual property, confidentiality, non-solicitation, governing law and jurisdiction survive termination.

Article 20. Subsidies and third-party contributions

1. 20.1 Where the Assignment is financed in whole or in part by a subsidy, grant or other contribution, the Client is solely responsible for the application, its timeliness and accuracy, and compliance with its conditions.
2. 20.2 The award, refusal, reduction or recovery of a subsidy has no effect on the payability of Webaze's invoices.
3. 20.3 On first request, Webaze provides reasonable cooperation with the file by supplying quotations, invoices, time records and project reports, and by cooperating with audits by the granting authority. Extraordinary administrative effort may be charged at the applicable hourly rate.

Article 21. Miscellaneous

1. 21.1 The invalidity or unenforceability of any provision does not affect the validity of the remaining provisions. The parties shall replace the provision concerned with a valid provision that comes as close as possible to the original intention.
2. 21.2 Failure to exercise a right immediately does not constitute a waiver of that right.
3. 21.3 The Client may not assign its rights and obligations without Webaze's prior written approval. Webaze may assign the agreement in the context of a reorganisation or transfer of its business, subject to notification.
4. 21.4 Notices, including formal notices and notices of termination, are validly given by e-mail to the addresses last provided.
5. 21.5 These terms may be amended for future agreements. The version in force at the time an agreement was formed continues to apply to that agreement.

Article 22. Governing law and jurisdiction

1. 22.1 All agreements are governed exclusively by Belgian law, to the exclusion of the Vienna Sales Convention.
2. 22.2 The parties undertake to consult in good faith before bringing a dispute.
3. 22.3 Failing an amicable settlement, the courts of the judicial district of West-Vlaanderen have exclusive jurisdiction, in particular the Companies Court of Gent, afdeling Kortrijk.